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2020 (9) TMI 520 - Tri - Companies LawRestoration of name in the register of companies maintained by Registrar of Companies - Section 252 of the Companies Act, 2013 - HELD THAT - The materials available on record indicate that the failure of the Company to furnish the statutory returns with the Respondent was not intentional. The promoters of the Company as well as the Appellant are keen to carry on and perform the objects of the Company in right earnest. There has been substantial investment in the project. The Company is carrying on its business. Unless the name of the Company is restored in the register of companies it would suffer financially and may go out of business. We are satisfied that the name of the Company should be restored in the Register of Companies. The Appeal be and the same is allowed in part without contest. The prayer for restoration is allowed. The prayer to direct the Ministry of Corporate Affairs (MCA), Government of India (GoI) to remove the name of the Directors from the list of disqualified Directors is refused.
Issues:
- Appeal under Section 252 of the Companies Act, 2013 for restoration of company's name in register of companies. - Non-filing of Annual Returns and Financial Statements by the company. - Company's unintentional failure to respond to notices from the Registrar of Companies. - Company's contention of inadvertent mistake in not filing required documents. - Invocation of Section 248 of the Act leading to striking off the company's name. - Company's plea for restoration citing unintentional non-compliance. - Respondent's submission of details regarding the company's default in compliance. - Tribunal's analysis of the situation and decision on restoration of the company's name. - Tribunal's refusal to direct removal of directors from list of disqualified directors. - Conditions imposed for restoration of company's name in the register of companies. Analysis: The Tribunal heard an appeal under Section 252 of the Companies Act, 2013, where the Director of the company sought restoration of the company's name in the register of companies maintained by the Registrar of Companies, Maharashtra. The company, engaged in developing and exporting computer software, failed to file Annual Returns and Financial Statements for several years due to a lack of professional expertise in statutory compliance. Consequently, the Registrar issued notices and eventually struck off the company's name from the register of companies. The Director contended that the non-compliance was unintentional and sought restoration under Section 252 of the Act. The Tribunal noted that the company had not applied for Dormant status as per section 455 of the Act and had failed to respond to the Registrar's notices, leading to the striking off of its name. The Director submitted audited Financial Statements for the relevant years and sought restoration of the company's name, emphasizing that the business was operational and had assets and liabilities. The Tribunal acknowledged the inadvertent nature of the non-compliance and the company's genuine intent to continue its operations, leading to the decision to restore the company's name in the register of companies. While the Tribunal allowed the restoration of the company's name, it refused to direct the Ministry of Corporate Affairs to remove the directors from the list of disqualified directors. The Tribunal imposed conditions for the restoration, requiring the filing of pending documents, payment of costs, and publication of the restoration order. Non-compliance with the conditions would nullify the restoration order, and the Registrar retained the authority to take further action for any other violations by the company.
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